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PurposeThe purpose of this study is to investigate the effect of audit fees, auditors' quality and board ownership on tax aggressiveness in Thailand.Design/methodology/approachThe sample of this study is based on 215 firm-year observations of SET-100 listed companies in Thailand during the 2010–2018 periods. This study employs a panel least square regression with period fixed effects. The study retrieved the corporate governance variables from the downloaded annual reports, whilst the remaining data were collected from the EMIS database.FindingsThis study provides evidence that audit fees reduce tax aggressiveness and board ownership enhance tax aggressiveness among the firms. Nonaudit services provided by auditors impair auditors' independence and lead to higher tax aggressiveness. The result supports the agency theory, which explains that managers and blockholders may enjoy private benefits of control at the expense of other shareholders in the absence of market control. Thus, firms need good governance practices such as incentives paid for the effort of auditors and nonaudit services monitoring to curb such exploitation.Research limitations/implicationsThe results provide implications to the firms and regulators that incentives to the monitoring parties such as auditors can reduce tax aggressiveness among the firms. Nevertheless, higher ownership given to boards as incentives may lead to concentrated ownership and thus lead to the type 2 agency problem, which is between majority and minority shareholders. The result also provides caution to the regulators to monitor the nonaudit services provided by the auditors as it might impair their independence and compromise the tax paid to IRB.Originality/valueThis study is pioneer research discussing tax avoidance in Thailand. The Thai Government has been noticing that tax avoidance is being performed in the country, but academic discussion on this topic had never been elaborated.

Prior studies find that insiders facing pledging risks pass up risky projects to preserve their private benefits of control. However, we find that firms with controlling shareholders’ share pledges...

In a period of uncertainty about economic development, it is particularly important to maintain corporate sustainable growth in order to deal with the risk management challenge of sustainability. Private benefits of control in corporate governance play a crucial role in ensuring corporate financial sustainability to face the risk. The existing literature about private benefits of control mainly focuses on the assumption of absolute control by the ultimate controller, ignoring the influence of subsidiaries. This paper constructs a model of private benefits, based on a framework of the interaction of ultimate controllers and subsidiaries, and investigates how subsidiaries influence the ultimate controller’s expropriation. The model has proposed that: Subsidiary’s self-interest demand can prevent the ultimate controller’s private benefits; the autonomy owned by the subsidiary can be used to allocate resources, inhibiting the private benefits of control to some extent. Further research has found that when the proportion of funds that can be arranged by the subsidiary’s autonomy can meet the proportion of funds required for the subsidiary’s self-interest demand, as the subsidiary’s self-interest demand increases, the ultimate controller’s expropriation is reduced. This paper reveals the internal mechanism that private benefits of control are jointly determined by the ultimate controller and the subsidiary, expands the research on the decision mechanism of private benefits and provides new ideas for understanding the expropriation of the ultimate controller. Additionally, the solution to this problem can provide help and inspiration for risk management challenges for the sustainability of the corporate, as well as provide reference significance for economic sustainability.

Purpose The agency theory predicts that there are conflict of interests between managers and shareholders over free cash flow and major operating decisions. Earnings management can help managers hide and retain their private benefits of control. Given that, the purpose of this study is to investigate whether financial leverage reduces agency and information problems caused by earnings management. Design/methodology/approach The research uses a sample of annual data of 200 firms listed on the Tehran Stock Exchange during 2002-2016. The data required is obtained from the Rahavard Novin database. The research uses multivariate regression models that regress financial leverage on earnings management proxies and other determinants of capital structure. Findings The research documents that firms with higher income smoothing and the absolute value of discretionary accruals, as the proxies for earnings management, have higher financial leverage. The results suggest that a higher level of financial leverage can discipline managers and generate useful information about firm quality. Originality/value The study highlights the informational and disciplining role of debt in the presence of severe uncertainty about firm quality in a developing country.

Corporate insiders frequently borrow from lending institutions and pledge their personal equity as collateral for the loan. This borrowing, or pledging, potentially affects shareholder risk through changing managerial incentives or contingency risk. Using an exogenous shock to lending supply, we document a significant increase in risk arising from pledging. Difference-in-differences regressions indicate that insider pledging corresponds with a 16.5% relative increase in risk despite unchanged firm fundamentals. The empirical analysis supports contingency risk in linking pledging to volatility. Overall, our findings suggest that pledging allows influential insiders to extract private benefits of control at the expense of outside shareholders.

Prior studies indicate that controlling shareholders’ private benefits are linked to the value of voting rights. We estimate this value in terms of two events known to increase the private benefits...

This paper investigates the effect of the largest controlling shareholders on firm productive efficiency. Using a sample of French listed firms, we employ parametric (linear regression), semi-parametric (Olley and Pakes) and non-parametric (Data Envelopment Analysis) approaches to estimate productive efficiency. We find a negative association between the excess control rights of dominant owners and firm productive efficiency, indicating that their private benefits of control prevent them from favoring productive projects. Our findings withstood several sensitivity and endogeneity tests. Additional analysis shows that multiple large shareholders, beyond the controlling owner, play a governance role that neutralizes the effect of excess control on productive efficiency.

We study a widespread yet under-explored corporate governance phenomenon: the pledging of company stock by insiders as collateral for personal bank loans. Utilizing a regulatory change that exogenously decreases pledging, we document a negative causal impact of pledging on shareholder wealth. We study two channels that could explain this effect. First, we find that margin calls triggered by severe price falls exacerbate the crash risk of pledging firms. Second, since margin calls may cause insiders to suffer personal liquidity shocks or to forgo private benefits of control, we hypothesize and find that pledging is associated with reduced firm risk-taking.Received March 2, 2017; editorial decision January 24, 2019 by Editor David Denis. Authors have furnished an Internet Appendix, which is available on the Oxford University Press Web site next to the link to the final published paper online.

The reformulated duty of loyalty now found in s 172 of the Companies Act 2006 has been seen as imprecise or an ambiguous development for directors’ duties. It has generated debate about what is the best reading of the duty, the most fundamental aspect of which is whether this behavioural standard obliges a narrow focus on financial capital or a broader notion of well-being and inclusiveness amongst nonshareholder interests. This article argues that the law as a privileged and constitutive way of society-making can only be understood within a broader conceptual framework rather than the more traditional expository analysis of law. The context in which such an analysis takes place is that of the anti-collectivist, marketbased political project of neoliberalsm. When viewed through this explanatory lens, we see very clearly that English legal doctrine codifies an embedded relationship between managers and shareholders. In doing so, the article shows that the extraction of private benefits of control by shareholders is not an inevitable occurrence, but a decades-long, human-created and contingent phenomenon. While non-shareholder interests are introduced into the duty, this precatory element is merely a potential source of legitimacy to the ideology of the company as a private, exclusively shareholder-oriented enterprise.

We examine the impact of corporate governance laws on the private benefits of control, using the enactment of the Sarbanes-Oxley Act of 2002 (SOX) as a natural quasi experiment. We find a l...

textabstractWe argue that state ownership is a crucial policy instrument for alleviating what is perhaps the most important principal-principal (PP) agency problem around the globe: private benefits of control (PBC). Our results illustrate that states reduce PBC in the companies in which they acquire controlling ownership positions. We also examine how legal and political institutions influence the extent to which states accomplish this goal. Anti-self-dealing legal regulations make states more effective in their efforts to constrain PBC, while political constraints make them less effective. Regimes with high state capacity appear not to prioritize PBC reduction. We test and corroborate these ideas in a sample of 1,354 control transactions across 54 countries.

International audience; In this paper, we investigate the impact of ownership structure's characteristics on the probability of initial controlling shareholder's (ICS) control dilution from a firm's listing year to the five-year post-initial public offering (post-IPO) in the French context. We test in particular the effect of private benefits of control and family ownership and control concentration on control dilution. Using a sample of 165 French IPO firms over the period 1999-2010, we provide evidence that: (i) The probability of ICS's control dilution decreases with high private benefits of control. (ii) A family ICS is less likely to experience control dilution than a non-family one. (iii) The probability of control dilution increases when the firm has a concentrated ownership. Therefore, agency problems and diversification are strong motivations for control dilution post-IPO. Our findings are robust even after using alternative control level and after running logit regression.

Dual-class shares have become one of the most controversial issues in today’s capital markets and corporate governance debates. In the past years, academics, regulators, policymakers and stock exchanges from all over the world have been discussing whether companies should be allowed to go public with dual-class shares and, if so, which restrictions should be imposed. After analysing the regulatory approach to dual-class shares existing in several jurisdictions around the world, this article shows that countries seem to have adopted three primary models to deal with dual-class share structures: (i) the imposition of bans traditionally existing in the United Kingdom, Australia and several jurisdictions in Asia, Europe and Latin America; (ii) the permissive model allowing dual-class structures without any significant restrictions, as it happens in the United States, Sweden, and the Netherlands; and (iii) the restrictive approach implemented in Singapore, Hong Kong, Canada, India and Mainland China. It will be argued that, despite the global nature of the debate on dual-class shares, regulators should be careful when analysing foreign studies and approaches since the optimal regulatory model to deal with dual-class shares depends on a variety of local factors. Namely, this article argues that, in countries with sophisticated markets and regulators, strong legal protection for minority investors, and low private benefits of control, regulators should allow companies to go public with dual-class shares with no restrictions or minor regulatory intervention. By contrast, in countries without sophisticated markets and regulators, high private benefits of control, and weak legal protection for minority investors, dual-class shares should be prohibited or subject to higher restrictions. Finally, intermediate solutions should be adopted for countries with mixed features. Therefore, the key question to be addressed from a policy perspective is not whether companies should be allowed to go public with dual-class shares, as many authors and regulators have been discussing in the past years, but whether dual-class class shares should be allowed and, if so, under which conditions, taking into account the particular features of a country.

Research Question/Issue: This study seeks to extend agency theory in the context of tunneling by exploring how different owner types seek private benefits of control. Specifically, we examine how information asymmetries and board representation create different pressures for tunneling for state‐owned, business group‐owned, and family‐owned firms. We tested our hypotheses with a meta‐analytic structural equation model. Research Findings/Insights: Our findings show that the relationship between ownership and tunneling differs across owner types in terms of both directionality and magnitude. Our study offers a substantial theoretical contribution to the principal–principal problem literature by theorizing and testing variations of the problem among owners. Our study also advances our understanding of the role of ownership in firms. Theoretical/Academic Implications: Our findings have important theory‐building implications for the principal–principal literature. Controlling shareholders have been linked to performance outcomes or to tunneling in general, yet little is known about their comparative propensity to engage in tunneling. Our results, however, highlight that the propensity to engage in tunneling varies substantially among controlling shareholders. Furthermore, in the robustness checks, we disconfirm some of the assumptions of the principal–principal literature. This study demonstrates the need to theorize about specific types of ownership and reassess the core arguments of principal–principal theory. Practitioner/Policy Implications: This study offers insights for policymakers interested in mitigating the risk of minority shareholders being expropriated by the controlling shareholder. As the key driver of tunneling appears to be access to private information and knowledge of the firm, we offer recommendations on what policymakers can do to minimize the asymmetry of information.

We evaluate the role of insider ownership in shaping banks’ equity issuances in response to the global financial crisis. We construct a unique dataset on the ownership structure of U.S. banks and their equity issuances and discover that greater insider ownership leads to less equity issuances. Several tests are consistent with the view that bank insiders are reluctant to reduce their private benefits of control by diluting their ownership through equity issuances. Given the connection between bank equity and lending, the results stress that ownership structure can shape the resilience of banks—and hence the entire economy—to aggregate shocks. Institutional subscribers to the NBER working paper series, and residents of developing countries may download this paper without additional charge at www.nber.org.

Earlier studies show that an increase in compliance costs following investor protection reforms induces public firms to delist from stock exchanges. Using a difference-in-differences approach, I show in this paper that a decrease in the private benefits of control following investor protection reforms may also make listing less attractive for the controlling shareholders and induces them to take the firms private. Specifically, following extensive investor protection reforms at the country level in Israel, firms with inferior standards of corporate governance, pre-reform, were more likely to go private post-reform. Moreover, my results support the conjecture that by restricting controlling shareholders from using a senior executive position as a platform for tunneling, the reforms reduced their incentive to keep their firms public.

Canada is an interesting laboratory to study the law governing related party transactions because of the distinctive features of its capital markets and its regulatory landscape. The ownership structure of Canadian corporations resemble more closely those of continental Europe and South East Asia than those of the United States. Further, deviation from the one share/one vote rule is widespread. Thus, the primary corporate governance problem relates to the risk that dominant shareholders extract private benefits of control at the expense of the corporation and its public shareholders. As for regulation, publicly-traded corporations are subject to provincial corporation and securities laws, which are largely harmonized at the national level. The paper reviews the law governing RPT in Canada, which is the product of corporate law and securities regulation. Although they are not prohibited, conflict of interest transactions are regulated by an intricate set of ex ante rules and ex post standards of review that impose procedural and substantive requirements. Specifically, the paper shows that the following fundamental questions lead to many answers: 1) Who is charged with the screening of RTP?; 2) How does the screening work?; 3) When does it operate? Against this backdrop, the paper analyses the role of procedural safeguards and substantive review by looking at two conflicting cases regarding the impact of majority of the minority approval. It also presents data on the use of majority of the minority approval by reviewing 79 transactions between 2013 and 2018 where this procedural safeguard was mandated. The anecdotal and empirical discussion serves to put majority of the minority approval in perspective with respect to its protective function. The analysis closes with a discussion of a recent initiative on the part of Canadian securities regulators, which translates into a heightened involvement in the review and oversight of conflict of interest transactions. On the one hand, this initiative may buttress the effectiveness of majority of the minority approval by reinforcing the procedural safeguards. On the other hand, it may have unintended effects on the protection of minority shareholders.

Venture capital (VC) investors have been criticized for lax monitoring and for be- ing too “founder-friendly.” We identify an overlooked benefit of such behavior: entrepreneurs lie less to friendly VCs. The entrepreneur is privately informed about project success, enjoys private benefits of control, and recommends a project to the VC. The VC chooses the project and can intervene in the interim. The equilibrium features a “monitoring trap”: possible intervention leads the entrepreneur to lie, which prompts further intervention. However, both are better off if the VC commits to intervene less. We characterize implications for information acquisition, control rights, outside directors, and stage financing.

By using detailed ownership data from Sweden, we investigate the factors associated with corporate investment decisions in family firms compared to nonfamily firms. We find that the family owner's portfolio diversification level is to some extent, and the use of dual-class share mechanism by the family owner is strongly, associated with reduced corporate investment. We further demonstrate where entrenched family owners, holding dual-class shares, canalize their firm free cash flows to: they prefer to distribute it as dividends with catering motivations. They opt to pay higher dividends over increasing corporate investment, which indicates some evidence of private benefits of control.

We propose a contingent clawback bond (COCLA) as an alternative source of contingent convertible capital (CoCo). We develop a utility maximization model in which a bank manager faces the following two trade-offs: one trade-off is between the private benefits of control and costs of financial distress when loans under-perform, and the other is between the costs and benefits of screening loan credit quality (effort). In our model, the supply of loans, amount of junior debt issued, level of effort exerted by a manager, and manager's decision to exercise the clawback option are endogenously determined in the maximization of the manager's utility function. We find that the manager optimally exercises the clawback following a low realization of cash flows, thereby solving the trigger problem presented in CoCos. In the model, the debt to equity conversion from the COCLA is an endogenous decision, the regulatory capital adequacy ratio (CAR) is satisfied, and the bank does not face distress costs. From a practical perspective, the conversion rate for the COCLA that jointly maximizes the manager's expected utility and stock holders’ pay offs is around 25%, a rate close to the typical percentage (30%–35%) that is often found in initial public offering clawback (IPOC) contracts used in the corporate world.

Globally many regulators adopted a rules-based approach to independent director appointments stipulating ‘independence’ criteria. This paper investigates whether partitioning a regulatory compliant sample of independent director appointments by prior affiliation to the board influences the relationship between ownership and control rights, and performance. We report a significant positive relationship between board independence and controlling shareholders' cash-flow rights for firms where the appointee had prior affiliation to the board, but no performance improvement. Firms where the regulatory compliant independent directors had no prior-affiliation to the board experienced significant improvement in firms' next period Return-on-Assets. Appointing affiliated directors is indicative diminished board quality, which is consistent with the empirical evidence that controlling shareholders determine board quality to accommodate tunneling to extract the private benefits of control to compensate for significant additional costs associated with concentrated ownership (Yeh and Woidtke, 2005; Luo et al., 2012; Liu et al., 2015). The positive association between performance and unaffiliated independent directors suggests a desire to introduce expertise to receive benefits via improved firm performance which is consistent with the literature, mostly from studies of emerging markets, reporting a causal link from independent directors to firm performance (Choi et al., 2007; Dahya et al. 2008; Liu et al., 2015).

Purpose The purpose of this paper is to investigate the effect of the control-ownership wedge of controlling shareholders (excess control) on the survival of French initial public offerings (IPOs). Design/methodology/approach This paper studies a large sample of 434 French IPOs. The empirical analysis uses the Cox proportional hazard and accelerated-failure-time models. Data are manually gathered from IPO prospectuses. Findings The findings support a positive relation between the control-ownership wedge and IPO survival time, indicating that survival is more likely in firms with high excess control levels. This result is consistent with the view that controlling shareholders with a large control-ownership wedge have incentives to preserve their private benefits of control by increasing firm survival chances. The findings also show that older IPOs are more likely to survive, while riskier and underpriced IPOs are more likely to delist. Practical implications The results provide a better understanding of the role of excess control in IPO survival. They also enrich the debate on the efficiency of the one-share-one-vote rule. Originality/value The research provides new insights into the role of agency conflicts in IPO survivability. In particular, it explores the effect of dominant shareholders with a control-ownership wedge on survival time.

This paper investigates whether or not private benefits of control by managers and large shareholders influence the financing cost of firms. Evidence shows that lending banks demand a significantly higher loan spread, higher fees, shorter loan maturity, smaller loan size, stricter covenants, and greater collateral on firms with greater private benefits of control. Results are stronger for firms with weak corporate governance quality, supporting the agency cost viewpoint. Such evidence implies that banks consider higher private benefits of control as a type of agency problem when they make lending decisions.

Purpose The purpose of this paper is to examine how family firms affect analyst forecast dispersion, accuracy and optimism and how earnings smoothness as the moderating factor, affects these relationships in an emerging market context. Design/methodology/approach This paper uses the population sample of firms listed on the Taiwan Stock Exchange from 2009 to 2010 as the research sample, which includes 963 firm-year observations. Findings The findings show that analysts following family firms are more likely to have more dispersed, less accurate and more optimism biased forecasts than those following nonfamily firms. Earning smoothness is mainly used by nonfamily firms as a signaling strategy to improve analyst forecast quality. In contrast, earnings smoothness is mainly used by families as a garbling strategy, stimulating forecast optimism. Only earnings smoothness in family firms with a high level of family ownership concentration is likely to be signaling-oriented to improve analyst forecast accuracy and mitigate analyst optimism biases. Originality/value Emerging markets are not only featured by prevailing principal-principal conflicts but also have multiple levels of agency conflicts among large shareholders, minority shareholders and professionally hired managers. This research reveals the multiple governance roles of family owners in affecting analyst forecast quality, including their entrenchment role in extracting private benefits of control through opaque environments and market discipline distortion role in aligning interests between managers and families without prioritizing meeting or beating analyst forecasts, both at the cost of minority shareholders. This research further disentangles the intertwined signaling oriented and garbiling oriented incentives associated with earnings smoothness under family governance.

Although governments are the majority shareholders in many of the world's largest and most important firms, we know very little about the role of the state as majority shareholder and the potential agency conflicts that exist between the state (as controlling shareholder) and the minority shareholder in state-owned enterprises (SOEs). Our study provides new insights regarding the private benefits that may be captured when the state is dominant shareholder (what we refer to as the “private benefits of state control”). We define the private benefits of state control as the political, social, or personal advantages that the controlling politician may be able to extract from the SOE. We identify firm-level and institution-level factors that may impact the amount of the private benefits of state control and present evidence that the private benefits of state control affect economic decision-making.

A change in the index selection rules of Deutsche Börse provides a unique opportunity to investigate the drivers behind the decision to abolish dual-class shares. As of June 2002, selection is based on the market capitalization of the free-float of the more liquid share class rather than the overall market capitalization. Hence, firms have had to reassess the benefits from their dual-class shares by weighing them against the cost from foregone index weight associated with having two share classes. Our findings suggest that index membership significantly affects the controlling shareholder’s motivation to unify preferred and common stock.

There are common aspects in the corporate law of the most important economies, such as free transferability of shares, legal personality, and limited liability. Those aspects, however, develop in different ways and at different speeds in each country, as they are a product of local economic and regulatory influence. The foremost example is the well-known distinction between countries where dispersed ownership prevails and those where defined control is more commonly found. Despite the existence of differences, there seems to be a convergence throughout the world. Historically, Brazil has been part of the concentrated control group, but it is also participating in the convergence process. For example, public corporations with dispersed ownership and attempted hostile takeovers are emerging in Brazil. This article aims to analyse whether there are certain important conditions in the Brazilian reality for a convergence towards an environment of dispersed ownership. Thus, this study, which does not pretend to be exhaustive, seeks to analyse the following existing issues: (1) reduction of private benefits of control; (2) protection against creeping acquisitions; (3) conflicts of interest; (4) voting; and (5) liability of the controlling shareholder.

In his groundbreaking work “Uncertainty, Evolution, and Economic Theory,” Armen Alchian (1950) suggests that survival is the real test of a firm's success. In this paper, I apply the survival test to the use of dual class share structures in the United States. Beginning with its original implementation by the International Silver Company in 1898 to the prevalence of dual class initial public offerings in 2013, I review the evolution and continued sustainability of the dual class structure in the United States. I contrast the structure with the failed use of tracking stocks and illustrate the structure's continued resilience alongside “competitive” anti-takeover devices such as poison pills, staggered boards, and supermajority voting requirements. Despite the external challenges from legislative bodies, shareholder rights groups, and institutional investors, the dual class structure has survived as an alternative means to raise capital for founders and/or controlling stockholders.

Manuscript Type Empirical Research Question/Issue While most prior studies on the value of political connections focus on the political connections of controlling shareholders and top management, we examine the performance impact of appointing politically connected outside directors (PCODs) in Korean chaebol firms. Research Findings/Insights Using a manually collected sample of PCODs in Korean chaebol firms, we find that larger, high-performing, less volatile firms with a larger board and higher divergence between voting rights and cash flow rights are more likely to appoint PCODs in the next year. We also report that firms with a high number of PCODs exhibit better operating performance and enjoy lower risk. On the other hand, we find evidence of weak monitoring ability by PCODs. Overall, we suggest that the number of PCODs correlates positively with firm performance, and that the value effect of PCODs increases with the importance of internal trade among group affiliates, the existence of inside directorship by controlling shareholders, and potential settlements from pending litigation. We further differentiate between PCODs and find that former government officials as PCODs drive our findings. Theoretical/Academic Implications This study contributes to corporate governance knowledge by revealing the relationship between PCODs and firm performance via an empirical inquiry into the role of PCODs on the board. As the controlling shareholders of Korean chaebol firms obtain greater private benefits of control, and such firms may face active government involvement in curbing controlling shareholders’ rent extraction, we examine the role and effects of PCODs in these situations and find evidence of the PCOD's value-enhancing effect. We also complement and extend prior studies by providing more direct mechanisms through which PCODs can add value above and beyond firms’ ownership structure. Additionally, we expand the concept of political connection by analyzing outside directors’ human and social capital from the resource dependence theory perspective. Our attempt complements prior research's exclusive focus on connections of large shareholders or top executives to political parties and is more comprehensive in illustrating the firm's dynamic business environment. Practitioner/Policy Implications The results of our study are potentially useful to regulators, who will benefit from an understanding of how the presence of PCODs on boards affects firm performance. In particular, our results suggest that in countries where recent reforms aim to improve minority investor protection and market confidence, regulators should consider the composition of outside directors as well as explicit board independence. The results of our study may also be useful to investors, financial analysts, and auditors, as they highlight the importance of considering specific features of board composition when assessing firms’ future operating performance and risk mechanisms.

Exit theory predicts a governance role for outside blockholders’ exit threats, but this role could be ineffective if managers’ potential private benefits exceed their loss in stock-price declines caused by the blockholders’ exits. We test this prediction using the Split-Share Structure Reform (SSSR) in China, which provided a large exogenous and permanent shock to the cost for outside blockholders to exit. We find that firms whose outside blockholders experience an increase in exit threats improve performance more than those whose outside blockholders experience no increase. The governance effect of exit threats also is ineffective in the group of firms with the highest concern for private benefits of control. Finally, a battery of theory-motivated tests shows that the documented effects are unlikely explained by outside blockholder intervention or some well-known intended effects of SSSR.

This paper develops an incomplete-markets model of investment timing by a firm’s controlling shareholder, who is exposed to idiosyncratic risk and pursues private benefits at the expense of outside shareholders. We show that the timing of investment selected by the controlling shareholder reflects a tradeoff between his incentives to pursue private benefits and the costs of nondiversification. The firm may overinvest or underinvest depending on the magnitude of the agency conflicts. Moreover, our theoretical model predicts that increasing the cash flow ownership of the controlling shareholder will decease the total social welfare, which provides novel testable empirical implications for investment.

The paper examines the long run evolution of local bias by UK investors between the 1870s and the 1930s. It uses a large sample of nearly 30,000 shareholders based on 197 sets of share records, a large and representative database of the investor population across sectors and time. It investigates the structure and the evolution of local investment preference between shareholders and the companies in which they invested, as measured by the distance between where they lived and corporate HQ. The study offers evidence of strong initial local investment preference, which declines over time for non-Londoners but remains strong for Londoners until the 1930s. Local investment preference of ordinary security holders was related to the size of the board of directors and, for wealthy investors, was related to the age of the firm. For large firms, local networks between investors and directors appear stronger when director shareholdings and voting rights were important. This study supports the analytical hypothesis of local informal trust networks between investors and directors as a means to overcome informational asymmetries and weak legal protection, and provides evidence that local preference was a means to curb insider opportunism and private benefits of control.

Purpose The aim of this paper is to revisit the board independence–audit fees (BI–AF) relationship while taking into account the ownership structure of the firm. Two effects are unfolding along the ownership concentration spectrum: separation of ownership and control (principal–agent problems) and separation of voting and cash flow rights (principal–principal problems). Design/methodology/approach The study is conducted over a seven-year period (2002-2008) using panel regressions on a sample of Canadian publicly traded companies. The authors use a moderated regression analysis incorporating two-way interactive terms (ownership × BI) and a sub-group analysis. Findings The results show a positive and significant relationship between BI and AF when ownership is concentrated in the hands of a dominant/controlling shareholder. The higher the gap between voting and cash flow rights of the ultimate owner, the stronger the relationship between BI and AF. Overall, evidence supports both the demand-based perspective on AF and the expropriation effect argument. Practical implications Results support a one-size-fits-all approach to governance despite growing concerns from academics and interest groups about the appropriateness of pursuing such strategy when ownership is concentrated in the hands of a dominant/controlling shareholder. Originality/value By taking the excess voting rights into account (difference between voting rights and cash-flow rights of the ultimate owner), the authors propose a refined classification of the sample firms along the ownership concentration spectrum.

I study “donor governance,” which occurs when contributors to nonprofit firms place restrictions on their gifts to limit the discretion of managers. In a study of US art museums, I find that this practice has grown significantly in recent years, and it represents the largest source of permanent capital in the industry. When donor restrictions are strong, museums shift their cost structures away from administration and toward program services, and they exhibit very high savings rates, retaining in their endowments 45 cents of each incremental dollar donated. Retention rates are near zero for cash generated from other activities. Restricted donations appear to stabilize nonprofits and significantly influence their activities, but they reduce management flexibility and may contribute to lower profit margins. Rising donor governance in US art museums may represent a reaction by contributors to the industry’s high rates of financial distress, weak boards of trustees, and large private benefits of control enjoyed by managers.

Hedge fund activists are the new promoters of corporate governance through their sustained involvement in the capital of the targeted firms. They use their voting rights and have no fear to sit on the boards of directors to achieve their goals. The high idiosyncratic risk they bear, raises the question of the determinants of this ex-ante strategy of concentration. In this paper, we propose a model of ex-ante decision-making representing the different variables characterizing the choice of the target for the hedge funds., Les hedge funds activistes sont les nouveaux promoteurs de la gouvernance d'entreprise grâce à leur implication soutenue dans le capital des firmes ciblées. Ils utilisent leurs droits de vote et vont jusqu'à siéger dans les conseils d'administration de leurs cibles. Le risque idiosyncratique important qu'ils supportent, pose la question des déterminants de cette stratégie ex-ante de concentration. Dans cet article, nous proposons un modèle de décision ex-ante de prise de participation rassemblant les différentes variables caractérisant le choix des cibles de ces hedge funds.

I quantify largest shareholders’ private benefits of control, and their impact on stock prices, by estimating a structural model of optimal shareholding using data on the ownership dynamics of Italian public companies. The results show that controlling shareholders (i) extract private benefits on average around 2% of equity value, and (ii) generally have positive and persistent impact on stock prices. The results imply that large shareholders extract private benefits without cost for the rest of the company shareholders. I also provide evidence of a synergistic effect when the large shareholder is a corporation.

I study leverage dynamics when the manager has discretion over the firm's debt policy but cannot commit to it ex-ante. Private benefits of control reduce the manager's incentives to ratchet up leverage and may induce active debt repurchase over time. Therefore, agency frictions prevent excessive leveraging and increase the funding advantage of debt. Firms with weak governance and low managerial ownership favor long-term debt, have high debt capacity, maintain low target leverage, and adjust the debt level faster towards the target. Finally, firms with high agency costs remain persistently unlevered in equilibrium. This result offers a potential resolution for the zero leverage puzzle.

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By the end of the twentieth century, the then-dominant literature on “law and finance” assumed that concentrated ownership was a product of deficient legal systems that did not sufficiently protect outside investors. At the same time, commentators posited that the competitive pressures of economic globalization would push countries around the world to adopt an efficient regime of strong investor protection, which was thought to facilitate ownership dispersion. Nevertheless, at the dawn of the 2020s, ownership concentration not only persists, but appears to be on the rise among the world’s largest companies. This symposium essay in honor of Ronald Gilson explores what went wrong with the original predictions from two decades ago and the resulting lessons for corporate governance analysis. It shows that the focus on agency costs that dominated the earlier literature overlooked the fact that corporate governance structures are both (i) influenced by factors beyond tradeoffs in agency costs (such as non-pecuniary private benefits of control and nationalism), and (ii) affect social welfare in ways other than through their effects on investor protection. The essay then reflects on the emerging challenges to what I call the “modularity approach” to corporate law scholarship, and contemporary law-and-economic analysis more generally, which stipulates that each area of law should serve one key efficiency objective.

This paper analyzes the incentives of large shareholders to implement the corporate governance system that favors their interests within a framework of highly concentrated ownership and poor legal protection for investors. A metric for corporate governance based on the fulfillment of non-mandatory rules of good corporate governance is used. System GMM (Generalized Method of Moments) estimates for a balanced panel data of Brazilian firms reveal that the ownership concentration is detrimental to corporate governance quality and the quality of board composition. In accordance with the expropriation effect on principal-principal agency conflicts, by weakening the corporate governance system and board composition, large controlling shareholders may use private benefits of control. As proposed by the substitution effect, in a complementary way, controlling shareholders may renounce strong boards and directly perform management monitoring, mitigating agency conflicts with managers. Finally, the ability of large shareholders other than the main blockholder is not enough to contest his/her power to shape the corporate governance system. The work provides evidence of the prominence of the principal–principal agency problem in an emerging market, by analyzing the effect of ownership concentration over the quality of the corporate governance system, and also that other large non-controlling shareholders are not able to contest the power of the main blockholder.

This paper investigates the impact of manager turnover on the performance of young firms and examines the variation of this impact across firms with different ownership and control structures. Using a novel manager-shareholder matched dataset of young firms in the United Kingdom, I exploit shocks to managers' outside options induced by an area-based policy in support of local businesses. To disentangle the causal impact of manager departures from policy spillover effects, I compare firms with different ex-ante manager departure likelihood and different distance to policy regions. I find that manager departure has a significant negative causal impact on the subsequent performance of young firms. Moreover, manager departure leads to a substantial decline in the assets of founder-managed firms and a significant increase in bankruptcy risks of non-founder-managed firms. My findings suggest that managers have important human capital and that replacement frictions are substantial in young firms. The heterogeneous causal impact supports the existence of founders' private benefits of control and their "tight linkages" with firms.

An initial public offering (IPO) is one of the most important events in the life cycle of a developing firm. The decision to “go public,” however, is complicated by the persistently cyclical market for public offerings. This chapter analyzes the macroeconomic determinants of IPO market cyclicality alongside the strategic and corporate governance considerations faced by private firms, arising from the costs and benefits of going public. The law and economics of the going-public decision also are relevant to the secular decline in IPOs since the turn of the millennium. This chapter evaluates several competing and complementary hypotheses that attempt to explain this phenomenon, each of which relies at least in part on the various features of the going-public decision-making process.

We quantify private benefits of control by estimating a structural model of optimal shareholding using data on the ownership dynamics of Italian public companies. In the model, shareholders must maintain a minimum stake in the company to extract control benefits, which leads to infrequent trading of large blocks, and which is consistent with the empirical evidence. We estimate that control benefits account for 2% (4%) of the market value of the equity (block), and controlling shareholders earn a sizeable premium from the block holding on top of the market value of the shares. Also, we provide evidence that large block ownership and ownership persistence are associated with higher stock returns.

IPOs affiliated to business groups represent a large fraction of new issues in global markets. Groups are characterized by stronger private benefits of control and an internal funding advantage. Consistent with these features, group firms are more selective when going public than standalone firms. In particular, group IPOs are larger and older firms and engage less in market timing than standalone IPOs. Group firms invest less and are more profitable post IPO. Private benefits of control also affect the within-group selection of IPO firm. Our findings illustrate novel selection effects in public markets due to pre-IPO control structures.

Dual-class shares often violate the ‘one share-one vote’ principle, thereby creating the potential for agency problems. We develop a model of time-variation in the pricing of these agency problems, as reflected by the voting premium. A key implication of this model is that insiders face a trade-off between the private benefits of control and the value of their cash-flow claims on the firm, resulting in a negative relationship between the voting premium and the expected present value of firm cash flows. As predicted by this model, we report empirical evidence consistent with ‘flights-to-control’, where the voting premium increases substantially during financial crises and when negative earnings surprises are announced. These relationships are accentuated for firms where agency problems might be expected to be more pronounced. The average voting premium is also shown to decrease around events that reduce the ability for insiders to extract private benefits of control.

ResumoA literatura apresenta uma série de motivos para fusões e aquisições de empresas, que levariam a ganhos denominados genericamente de “sinergia”. Os mercados de capitais eficientes na forma semiforte perceberiam tais ganhos, o que elevaria o valor das empresas. Todavia, estudos empíricos indicam que, em média, os acionistas das empresas adquirentes experimentam retornos anormais nulos ou negativos, com elevada dispersão, quando tais transações são anunciadas. Uma possível explicação para tais resultados reside na possibilidade de algumas transações serem feitas por problemas de agência nas adquirentes. Em empresas com controle e propriedade pulverizados, executivos podem fazer tais transações em busca de benefícios para si, em detrimento dos acionistas. Na presença de benefícios privados do controle e da separação entre direitos de voto e direitos sobre fluxos de caixa, tal problema pode estar presente também em empresas com controle definido. Com base em tal arcabouço, este trabalho tem por objetivo investigar a relação entre qualidade da governança corporativa e o retorno anormal das adquirentes no Brasil, um mercado caracterizado pela presença de controladores que, muitas vezes, mantêm excesso de direitos de voto. Obtiveram‐se evidências de relação positiva entre o retorno anormal das adquirentes e a listagem no Novo Mercado, segmento diferenciado de listagem superior da BM&FBovespa em que as empresas devem seguir a regra “uma ação – um voto”.AbstractThe literature presents a number of reasons for conducting mergers and acquisitions, which would lead to gains generically called “synergy”. The efficient capital markets in the semi‐strong form would realize such gains, increasing corporate value. However, empirical studies indicate that, on average, shareholders of acquiring firms experience zero or negative abnormal returns when such transactions are announced, with high dispersion. One possible explanation for these results is the possibility that some transactions are carried out by agency problems in acquiring firms. In firms with dispersed ownership and control, executives can perform such transactions seeking benefits for themselves at the expense of shareholders. In the presence of private benefits of control and separation between voting and cash flow rights, such a problem can also be present in firms with defined control. Based on this framework, this paper aims to investigate the relationship between the quality of corporate governance and abnormal returns of acquirers in Brazil, a market characterized by the presence of controllers that often hold excess voting rights. It was found evidence of a positive relationship between the abnormal returns of acquirers and listing in Novo Mercado, the higher premium listing segment of BM&FBovespa, in which firms must follow the “one share ‐ one vote” rule.

This study assesses China’s overall privatization efficiency from the perspective of private benefits of control. Results suggest that there is no statistically significant change in the firm’s performance after the transfer. However, ROE is negatively correlated with the magnitude of block premiums at the point of purchase. The research also finds that the average private benefit of a private controlling shareholder is significantly higher than that of a state-controlling shareholder. Obtaining private benefits of control is often the private buyers’ main acquisition motive. However, private benefit undermines the future corporate performance; therefore, lowering the private benefits may help improve the efficiency of privatization. As of now, privatization by means of controlling right transfer among listed companies is inefficient in China.

Purpose The purpose of this paper is to complement existing research of the relationship between concentrated ownership and firm performance by theoretically exploring the impact of outside blockholders on the firm, primarily from the perspective of voting power. Design/methodology/approach This paper proposes theoretical propositions based on analyses and logical extension of results of the existing theoretical and empirical studies. Findings This paper proposes three theoretical predictions: First, voting power provides outside blockholders a necessary condition to pursue shared and private benefits of control, and it is positively correlated with blockholders’ capability of influencing firm value. Second, everything else being equal, an outside blockholder is more (less) likely to pursue private benefits than shared benefits when the equity market is efficient and when the blockholder’s voting power is less (more) than 50 per cent. Third, controlling outside blockholders can capitalize on their voting power to appoint managerial delegates and board representatives to the invested firms for the purpose of pursuing private benefits of control. Originality/value This paper tries to make two contributions to the corporate governance literature. First, this research relies on a new perspective to explore the relationship between ownership structure and firm value. Second, this paper presents the first theoretical argument which states that controlling outside blockholders rely on their managerial delegates and board representatives to pursue their private benefits of control.

This paper seeks to relate the increases in executive compensation observed in China to improvement of the legal environment. We build a simple model and demonstrate that improvement in legal investor protection reduces the manager's private benefits of control; in order to make the managerial incentives compatible, some of the forgone private benefits have to be compensated in the form of increased executive pay. Using a large dataset on Chinese listed corporations, we find strong evidence that improvement of the legal environment is significantly associated with both the rise in executive compensation and the reduction in agency costs, which is consistent with our model predictions.

A dispersed ownership system has widely disseminated shares and no dominant shareholder or group of shareholders. This is more commonly the share ownership pattern in the United States and the United Kingdom. A concentrated ownership system is more common in continental Europe. In this system one shareholder, family, or group of shareholders has majority or dominant control of companies. Different types of fraud are incentivized under each system. Dispersed ownership systems encourage earnings management, so executives benefit from short-term performance measures. Concentrated control encourages appropriation of private benefits of control. Corporate governance is designed to protect shareholders' interests. Corporate ownerships systems have implications on the efficacy of governance techniques. © 2016 Wiley Periodicals, Inc.